Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 28, 2021, Gregory A. Carlin notified the Executive Chairman of Rush
Street Interactive, Inc. (the "Company") of his resignation as a member of the
Board of Directors of the Company (the "Board"), and from any other offices,
committees or positions that he holds, effective as of December 28, 2021. Mr.
Carlin's decision was not the result of any disagreement with the Board or the
Company on any matter relating to its operations, policies or practices.
The Company and the Board express their sincere appreciation for Mr. Carlin's
service to the Company and his valuable contributions to the Board.
In connection with his resignation, Mr. Carlin has agreed on behalf of himself
and certain affiliated trusts, to, among other things, refrain for a period of
12 months from selling more than four million shares of the Company's Class A
common stock (which represents less than 12% of Mr. Carlin's directly and
indirectly held common stock of the Company), unless otherwise approved by the
Company.
In accordance with the Company's Second Amended and Restated Certificate of
Incorporation, its Amended and Restated Bylaws and that certain Investor Rights
Agreement entered into in connection with the previously announced business
combination that completed on December 29, 2020, the vacancy on the Board and
Compensation Committee of the Board resulting from Mr. Carlin's resignation will
remain unfilled until such time as a new director is identified and appointed.
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